Singapore legislation
Section 236E
Section 236E
Liability of partnership and limited liability partnership when partner, etc., commits contravention with consent or connivance
(1)
Where an offence of contravening any provision of this Part is proved to have been committed by a partner or employee of a partnership or a partner, manager or employee of a limited liability partnership (called in this section the contravening person) —
with the consent or connivance of the partnership or limited liability partnership; and
for the benefit of the partnership or limited liability partnership,the partnership or limited liability partnership shall be guilty of that offence as if it had committed the contravention, and every partner of that partnership, or the limited liability partnership (as the case may be) shall be liable to be proceeded against and punished accordingly.
(2)
No proceedings shall be instituted against any partner of the partnership or the limited liability partnership under subsection (1) after —
a court has made an order against the partner or limited liability partnership for the payment of a civil penalty under subsection (3); or
the partner or limited liability partnership has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 232(5) (as that provision is applied to an action under subsection (3) by subsection (6)),in respect of the same contravention.
(3)
Where it appears to the Authority that a partnership or a limited liability partnership is liable to be punished under subsection (1) for a contravention committed by a contravening person, the Authority may, with the consent of the Public Prosecutor, bring an action in a court against the partnership or limited liability partnership to seek an order for a civil penalty in respect of that contravention as if the partnership or limited liability partnership had committed the contravention, whether or not such action is brought against the contravening person.
(4)
If the court in subsection (3) is satisfied on a balance of probabilities that the partnership or limited liability partnership is liable to be punished under subsection (1) for a contravention of any provision of this Part, the court may make an order against the partnership or limited liability partnership for the payment of a civil penalty of a sum not less than $50,000 but not exceeding the greater of the following:
3 times —
the amount of the profit that the partnership or limited liability partnership gained as a result of the contravention by the contravening person; or
the amount of the loss that the partnership or limited liability partnership avoided as a result of the contravention by the contravening person;
$2 million.
(5)
[Deleted by Act 4 of 2017]
(6)
Sections 232(4) to (7) and 233 apply in relation to an action brought against a partnership or limited liability partnership under subsection (3) as they apply in relation to an action under section 232.
(7)
Any defence that would be available to —
the contravening person if the contravening person were prosecuted for the contravening person’s contravention; or
the partnership or limited liability partnership if it were prosecuted under subsection (1) in respect of that contravention,is also available to the partnership or limited liability partnership in an action under subsection (3) in respect of that contravention.
(8)
The means by which consent or connivance of the partnership or limited liability partnership under subsection (1) or (3) may be established include proving that —
the executive partners of the partnership or limited liability partnership intentionally, knowingly or recklessly carried out the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention;
a high managerial agent of the partnership or limited liability partnership intentionally, knowingly or recklessly engaged in the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the contravention; or
a corporate culture existed within the partnership or limited liability partnership that directed or encouraged non‑compliance with the relevant provision.
(9)
In this section —
Definition
“corporate culture” means an attitude, policy, rule, course of conduct or practice existing within the partnership or limited liability partnership generally or in the part of the partnership or limited liability partnership in which the relevant activity takes place;
Definition
“executive partners” means the partners exercising the executive authority of the partnership or limited liability partnership;
Definition
“high managerial agent” means a partner, manager or employee of the partnership or limited liability partnership with duties of such responsibility that his or her conduct may fairly be assumed to represent the partnership or limited liability partnership’s policy.